Governance Game Changers is a blog and event series that celebrates governance professionals who’ve broken the mould and changed perceptions.
One such game changer is Monica Pahwa, group company secretary of Scorpio Group and an advisory board member for Dress for Success, a charity that empowers women to achieve economic independence. Previously, Monica was group company secretary of Clarion Events and assistant company secretary at EMI Music, where she was involved in M&A deals and multiple cross-border restructurings. She also served on the boards of not-for-profits and government-funded bodies whilst in private practice. Here, Monica shares advice for company secretaries who want to evolve with changing times and push forward.
1. Know what you’re here for — and that it might change
At first glance, the duties of the company secretary are quite codified — literally speaking, since the governance code stipulates what falls within your remit. But ask 20 different company secretaries what functions they perform for their board, and you’ll get 20 different answers. And that highlights one key requirement for the role: knowing what value you’re here to bring.
As company secretary, I’ve attended board meetings where I was the minute taker and wasn’t asked to contribute in any other ways. At others, it’s been very much expected that I would be vocal and chip in if I thought anything being said was incorrect. In both cases, what mattered was preparing beforehand to ensure I understood the sort of board that I was being invited to and what role I was going to play in it.
“The governance code stipulates what falls within your remit. But ask 20 different company secretaries what functions they perform for their board, and you’ll get 20 different answers.”
Sometimes, what’s required of you will be quite clear, even before you join the company. For example, I’ve worked with companies where I knew from the start that my past experiences of M&A would be valued by the board — because it was obvious that the company would go through a trigger event such as a sale or such after a few years, and that we’d have to prepare for that from the get-go.
Other times, things won’t be as clear-cut, especially if the board is going through a controversial event such as a change in investment or funding. At times like this, a series of amicable board meetings can turn into a show of hands with you being put on the spot and asked to count the votes. So, do your homework, anticipate as best as you can, but be prepared to adapt and don’t try to stick to the script if the situation suddenly changes along the way.
After a while, doing that “temperature check” and adjusting yourself to its results will become second nature. But my advice is to be very deliberate about it when you get started — because it’s easy to misread expectations if you’re not paying close attention.
2. Push forward
Technology has transformed the role of the company secretary. Not so long ago, the admin could eat up the better part of your week — these days, it’s been radically streamlined, with tasks such as compiling and distributing the board packs now requiring just a few clicks, whereas once they would have taken hours.
This is great news. But it also means that many of the traditional aspects of a company secretary’s role are being made obsolete by the march of digitalisation — especially as directors who are more comfortable with technology can access the exact same tools. And those who do not continually push forward — beyond being the minute taker, the record keeper, and the administrator — and who do not reinvent their function will become extinct.
“Those who do not continually push forward — beyond being the minute taker, the record keeper, and the administrator — and who do not reinvent their function will become extinct.”
This can be as simple as grabbing opportunities when you see them — and we do see plenty from our central position in the company. For example, that’s how I ended up being in charge of sustainability efforts at a past employ: being the company secretary, and that general knowledge person, people were coming to me with questions on the subject, I decided to put some feelers out and reach out to a few colleagues and we ended up forming a committee, and things just fell into place!
GDPR was another such example, and there will be plenty more similar occasions for company secretaries to expand the boundaries of their role. But you must be aware that it’s possible, keep your ear to the ground about what's going on in the business, be commercially savvy and recognise the areas where you could add real value, and be unafraid to put yourself forward for them.
3. When joining a board, don’t try to be someone you’re not
Through your networking, opportunities to join boards will likely come up at some point. You may even be surprised where some conversations get you: I was offered a role on an advisory board following what I thought was simply a chat with someone I followed on LinkedIn.
When that happens, first, be realistic around time commitments. Trusteeships take a lot of time, so if you’re already in a role that’s keeping you in the office until late every day, you’re not going to be able to do a proper job of it.
“Be transparent about what you’ll be bringing to the table — especially if it’s for a charity, where trustees are often chosen for their skill sets.”
And just as importantly, be unapologetic about who you are. Be transparent about what you’ll be bringing to the table — especially if it’s for a charity, where trustees are often chosen for their skill sets. In my case, I made it very clear that I was a company secretary first and foremost, and that that was the competency I’d be contributing. Your expertise as a governance professional has tremendous value — lean into it, and don’t pretend to be someone else.
This interview was conducted by Megan Pantelides, Nathalie Hulbert, and Maximilien van Gaver.